“Licensed Know–how” means any and all technical information or know–how (including, without limitation, all manufacturing data, the percentages and specifications of ingredients, the manufacturing process, specifications, assays, quality control and testing procedures) that is reasonably necessary for the making of the Final Products and: (i) was developed by UW by or under the direction of the Principal Investigator on or before the Effective Date; or (ii) is generated by UW by or under the direction of the Principal Investigator or acquired by UW after the Effective Date.
“Licensed Patents” means any and all patents and patent applications filed by UW either before, on, or after the Effective Date describing: (i) the drug combination nanoparticle platform technology; (ii) the long–acting formulations used in the Final Products; or (iii) any other intellectual property reasonably necessary for the making of the Final Products; where each of (i), (ii) and (ii) were developed by or under the direction of the Principal Investigator. For information purposes only, a list of patents and patent applications relevant to the Final Products which have been granted or filed as at the Effective Date, and which UW expects to file after the Effective Date, is attached to this Agreement in Schedule 1. The Licences Patents include the the patents and patent applications referred to above as may be amended from time to time, including any continuations, continuations in part, extensions, reissues, divisions, and any supplementary protection certificates and similar rights deriving priority from any of these
“Licensed Technology” means the Licensed Patents and the Licensed Know–how.
12. Duration and Termination
12.1 This Agreement will take effect on the Effective Date and, unless terminated earlier as provided herein, shall continue in force until the date on which the last Licensed Patent associated with the Licensed Technology has expired, lapsed or has been invalidated.
12.2 A Party (“non–breaching party”) shall have the right to terminate this Agreement in the event the other Party (“breaching party”) is in material breach of any of its material obligations under this Agreement. The non–breaching party shall provide written notice to the breaching party. The breaching party shall have a period of 30 days after such written notice to cure such breach, or to provide a timeline to cure such breach to the satisfaction of the non–breaching party. If such breach is not cured within such period, or other agreed timeline, this Agreement will be deemed terminated with effect from the end of the period or timeline.
12.3 Additional termination rights:
12.3.1 UW will have the right to terminate this Agreement by giving a written notice to MPP if the development of all Licensed Technology has stopped in agreement with Unitaid.
12.3.2 Either Party will have the right to terminate this Agreement if the other Party becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of the other Party’s assets, or if the other Party makes any arrangement with its creditors or takes or suffers any similar or analogous action in any other jurisdiction.
12.4 MPP may terminate this Agreement at any time by giving UW not less than 90 days’ written notice.
13. Consequences of Termination
13.1 In the event that this Agreement is terminated other than under Clause 14.1 [Force Majeure], all Sub–Licence Agreements will, upon written approval by UW, such consent not to be unreasonably withheld, be converted into licences between UW and the MPP Licensees on the same terms as agreed in the Sub–Licence Agreement, provided that the MPP Licensee is not in breach of the Sub–Licence Agreement and such license does not provide UW with obligations greater than under this Agreement, by way of the MPP, UW and the relevant Licensee entering into a novation agreement transferring the rights and obligations of the MPP under the Sub–licence to UW.
13.2 On termination or expiration of this Agreement, in the event that any MPP Licensees are not converted into licences between UW and the MPP Licensee under Clause 13.1, MPP shall procure that MPP Licensees are terminated and immediately provide UW with details of the stocks of Licensed Products held at the point of termination.
13.3 Clauses 10 “Confidentiality”, 11.2, 11.3 “Release”, 11.5 “General Insurance Requirement”, 11.7, 11.8, 13 “Consequences of Termination”, and 14 “General” will survive the expiry or termination of this Agreement.
Schedule 3: Development Agreement Term Sheet
2. Term: The Sub–licence Agreement will be in force from the date of its signature until the date on which the last Licensed Patent associated with the Licensed Technology has expired, lapsed or has been invalidated. MPP shall have the right to either terminate the Development Agreement, or to require the Development Partner to novate the Development Agreement to UW (i.e. by entering into a Novation Agreement with MPP and UW), in the event that the MPP–UW Agreement is terminated.
Schedule 4: Commercialisation Agreement Term Sheet
4. Term: The Commercialisation Agreement will be in force from the date of its signature until the date on which the last Licensed Patent associated with the Licensed Technology has expired, lapsed or has been invalidated. MPP shall have the right to either terminate the Commercialisation Agreement, or to require the Commercialisation Partner to novate the Commercialisation Agreement to UW (i.e. by entering into a Novation Agreement with MPP and UW), in the event that the MPP–UW Agreement is terminated. Upon termination, Commercialisation Partner will immediately provide MPP with details of the stocks of Licensed Products held at the point of termination.